EXHIBIT NO. 10b(13)
     
                                                  EXHIBIT ____ TO THE
                                                  ORGANIZATION AND COMPENSATION
                                                  COMMITTEE
                                                  MEETING MINUTES



                AMENDED MANAGEMENT INCENTIVE COMPENSATION PROGRAM

                                       OF

                         CAROLINA POWER & LIGHT COMPANY


                          AS AMENDED DECEMBER 10, 1997




                                TABLE OF CONTENTS


                                                                          Page

ARTICLE I                PURPOSE.............................................1

ARTICLE II               DEFINITIONS.........................................1

ARTICLE III              ADMINISTRATION......................................4

ARTICLE IV               PARTICIPATION.......................................5

ARTICLE V                AWARDS..............................................5

ARTICLE VI               DISTRIBUTION AND DEFERRAL OF AWARDS.................9

ARTICLE VII              TERMINATION OF EMPLOYMENT...........................15

ARTICLE VIII             MISCELLANEOUS.......................................16




                                    ARTICLE I
                                     PURPOSE

         The  purpose of the  Management  Incentive  Compensation  Program  (the
"Program") of Carolina  Power & Light Company (the  "Company") is to promote the
financial  interest of the Company,  including its growth, by (i) attracting and
retaining executive officers and other management-level employees who can have a
significant positive impact on the success of the Company;  (ii) motivating such
personnel to help the Company achieve annual  incentive,  performance and safety
goals;  (iii)  motivating  such  personnel to improve their own as well as their
business unit/work group's performance  through the effective  implementation of
human resource strategic  initiatives;  and (iv) providing annual cash incentive
compensation  opportunities  that are  competitive  with  those  of other  major
corporations.

                                   ARTICLE II
                                   DEFINITIONS

         The following definitions are applicable to the Program:

         1. "Award": The benefit payable to a Participant hereunder,  consisting
of a Corporate Component and a Noncorporate Component.
        
         2.  "Company":  Carolina  Power  &  Light  Company,  a  North  Carolina
corporation, and its corporate successors.

         3.   "Compensation   Committee":   The  Organization  and  Compensation
Committee of the Board of Directors of the Company.

         4.  "Corporate  Factor":  The  factor  determined  by the  Compensation
Committee  to be utilized in  calculating  the  Corporate  Component of an Award
pursuant to Article V, Section 3.a. hereof, which can range from 0 to 1.5.

         5.  "Corporate  Component":  That  portion  of an Award  based upon the
overall  performance  of the Company,  as  determined in Article V, Section 3.a.
hereof.

         6.  "Date  of  Retirement":   The  first  day  of  the  calendar  month
immediately following the Participant's Retirement.

         7.  "Noncorporate  Component":  That portion of an Award based upon the
level  of  attainment  of  business  unit/group,  departmental,  and  individual
Performance  Measures, as provided in Article V, Section 3 .b. hereof, which can
range from 0 to 1.5.

         8.  "Participant":  An employee of the Company who is selected pursuant
to Article IV hereof to be eligible to receive an Award under the Program.

         9. "Performance Measure": A goal or goals established for measuring the
performance of a business  unit/group,  department,  or individual  used for the
purpose of computing the Noncorporate Component of an Award for a Participant.

         10.  "Performance  Unit": A unit or credit,  linked to the value of the
Company's Common Stock under the terms set forth in Article VI hereof.

         11.  "Program":   The  Management  Incentive  Compensation  Program  of
Carolina  Power & Light  Company as contained  herein,  and as it may be amended
from time to time.

         12.  "Retirement":  A Participant's  termination of employment with the
Company  after  having  met the  requirements  for  early,  normal or  postponed
retirement  under the  Supplemental  Retirement  Plan of Carolina  Power & Light
Company.

         13. "Salary":  The compensation paid by the Company to a Participant in
a relevant Year,  consisting of regular or base compensation,  such compensation
being understood not to include bonuses, if any, or incentive  compensation,  if
any. Provided, that such compensation shall not be reduced by any cash deferrals
of said  compensation  made under any other plans or programs  maintained by the
Company.

         14. "Section 16  Participants":  Those  Participants who are subject to
the provisions of Section 16 of the Securities  Exchange Act of 1934, as amended
(the  "1934  Act").  Individuals  who are  subject to Section 16 of the 1934 Act
include, without limitation,  directors and certain officers of the Company, and
any  individual  who  beneficially  owns more than ten percent of a class of the
Company's equity securities registered under Section 12 of the 1934 Act.

         15. "Senior Management  Committee":  The Senior Management Committee of
the Company.

         16.  "Target  Award  Opportunity":  The target for an Award  under this
Program as set forth in Section 2 of Article V hereof.

         17.     "Year":  A calendar year.

                                   ARTICLE III
                                 ADMINISTRATION

         The Program shall be administered by the Chief Executive Officer of the
Company.  Except as otherwise provided herein, the Chief Executive Officer shall
have sole and complete authority to (i) select the Participants;  (ii) establish
and  adjust  (either  before  or  during  the  relevant  Year)  a  Participant's
Performance  Measures,  their relative  percentage  weight,  and the performance
criteria necessary for attainment of various performance  levels;  (iii) approve
Awards;  (iv) establish from time to time regulations for the  administration of
the Program;  and (v) interpret the Program and make all  determinations  deemed
necessary or advisable for the administration of the Program, all subject to its
express provisions.  Notwithstanding the foregoing, with respect to Participants
who are at or above the Department  Head level in the Company,  the  performance
criteria  and  Awards  shall  be  subject  to  the  specific   approval  of  the
Compensation  Committee.  In addition, the Compensation Committee shall have the
sole  authority to determine  the total payout under the Program up to a maximum
of two percent (2%) of the Company's after-tax income for a relevant Year.
         A majority of the Compensation Committee shall constitute a quorum, and
the acts of a majority of the  members  present at any meeting at which a quorum
is  present,  or acts  approved  in writing by a majority  of the members of the
Committee without a meeting, shall be the acts of such Committee.

                                   ARTICLE IV
                                  PARTICIPATION

         The  Chief  Executive  Officer  shall  select  from  time to  time  the
Participants  in the Program for each Year from those  employees  of the Company
who, in his opinion, have the capacity for contributing in a substantial measure
to the successful performance of the Company that Year. No employee shall at any
time have a right to be  selected as a  Participant  in the Program for any Year
nor,  having been selected as a Participant  for one Year,  have the right to be
selected as a Participant in any other Year.

                                    ARTICLE V
                                     AWARDS

         1. Eligibility.  In order for any Participant to be eligible to receive
an Award,  two conditions must be met.  First, a contribution  must be earned by
one or more groups of employees  under the  corporate  incentive  feature of the
Company's  Stock  Purchase-Savings  Plan.  Second,  the  Company  must also meet
minimum threshold  performance  levels for return on common equity,  revenue per
kilowatt hour, and other measures for the relevant Year as may be established by
the Compensation  Committee.  Threshold  performance for return on common equity
and  revenue  per  kilowatt  hour is the  weighted  average  of a peer  group of
utilities,  consisting of all major utilities with nuclear and fossil generation
in the  eastern  portion of the United  States,  averaged  over the most  recent
three-year period. To satisfy threshold  performance,  the Company must be above
the  three-year  average with  respect to return on common  equity and below the
three-year average with respect to cost per kilowatt hour.
         2. Target Award  Opportunities.  The following  table sets forth Target
Award Opportunities,  expressed as a percentage of Salary, for various levels of
participation in the Program:

    --------------------------------------------------- ---------------
                      Participation                 Target Award 0pportunities
    --------------------------------------------------- ---------------
    Chief Executive Officer                                    40%
    --------------------------------------------------- ---------------
    Chief Operating Officer                                    40%
    --------------------------------------------------- ---------------
    Executive Vice Presidents                                  30%
    --------------------------------------------------- ---------------
    Senior Vice Presidents                                     25%
    --------------------------------------------------- ---------------
    Department Heads                                           20%
    --------------------------------------------------- ---------------
    Other Participants:
               Key Managers                                    15%
               Other Managers                                  10%
    --------------------------------------------------- ---------------

The Target  Award  Opportunity  for the Chief  Executive  Officer  shall be 40%;
however,  the Compensation  Committee of the Board shall be authorized to change
that amount from year to year,  or to award an amount of  compensation  based on
other considerations, in its complete discretion.
         3. Award Components. Awards under the Program to which Participants are
eligible  consist  of  the  sum  of a  Corporate  Component  and a  Noncorporate
Component.  The portion of the Target Award  Opportunities  attributable  to the
Corporate Component and Noncorporate Component, respectively, for various levels
of participation, is set forth in the following table:

---------------------------------------- ------------- --------------
             Participants                 Corporate     Noncorporate
                                          Component       Component
---------------------------------------- ------------- --------------
Chief Executive Officer                      100%             -
---------------------------------------- ------------- --------------
Chief Operating Officer                      100%             -
---------------------------------------- ------------- --------------
Executive Vice Presidents                     75%             25%
---------------------------------------- ------------- --------------
Senior Vice Presidents                        75%             25%
---------------------------------------- ------------- --------------
Department Heads                              50%             50%
---------------------------------------- ------------- --------------
Other Participants                           50%             50%
---------------------------------------- ------------- --------------

                a. Corporate  Component.  The Corporate Component of an Award is
based upon the overall  performance of the Company.  In the event the conditions
set forth in Section 1 of Article V are met and the Compensation  Committee,  in
its  discretion,  determines an  appropriate  Corporate  Factor,  that Corporate
Factor  shall be  multiplied  by the  portion of a  Participant's  Target  Award
Opportunity  attributable  to the Corporate  Component in order to determine the
percentage  of such  Participant's  Salary  which will  comprise  the  Corporate
Component  of his or her Award.  Notwithstanding  the  foregoing,  if the second
condition set forth in Section 1 of Article V is not fully met, the Compensation
Committee may nevertheless in its discretion determine an appropriate  Corporate
Factor and grant a Corporate Component of an Award to the Participants.
                b.  Noncorporate  Component.  The  Noncorporate  Component of an
Award for a  Participant  is based  upon the  level of  attainment  of  business
unit/group,   departmental  and  individual  Performance  Measures.  Performance
Measures for each Participant and their relative weight are determined  pursuant
to authority granted in Article III hereof.
                         (i)  Performance  Levels.  There  are    levels of
performance   related  to  each  of  a   Participant's   Performance   Measures:
outstanding,  target, and threshold.  The specific performance criteria for each
level of a  Participant's  Performance  Measures  shall be set forth in  writing
prior to the beginning of an applicable Year, or within thirty (30) days after a
Participant  first becomes eligible to participate in the Program,  and shall be
determined  pursuant to  authority  granted in Article  III  hereof.  The payout
percentages to be applied to each Participant's  Target Award Opportunity are as
follows:

  Performance Level                        Payout Percentage
      Outstanding                                  150%
         Target                                    100%
       Threshold                                    50%

Payout  percentages  shall be adjusted for  performance  between the  designated
performance levels,  provided,  however,  that performance which falls below the
"Threshold"  performance level results in a payout percentage of zero unless the
Chief Executive Officer directs otherwise.

                         (ii) Determination of Noncorporate  Component. In order
to determine a Participant's  Noncorporate  Component,  if any, for a particular
Year, the Chief  Executive  Officer  initially  shall  determine the appropriate
payout  percentage  for  each  of  such  Participant's   Performance   Measures.
Thereafter,  each payout  percentage  is  multiplied  by the  percentage  weight
assigned to each such Performance  Measure and the results added together.  That
aggregate amount is multiplied by the Participant's Target Award Opportunity for
the  Noncorporate  Award  Component  for the  respective  Year and the result is
multiplied by the Participant's Salary.
                         (iii)  Change of Job  Status.  Participants  who change
organizations  during a Year will have  their  Noncorporate  Component  prorated
based upon the Performance Measures achieved in each organization and the length
of time served in each  organization.  In the discretion of the Chief  Executive
Officer employees may become  Participants during a Year based on promotions and
may  receive  an  Award  prorated  based on the  length  of time  served  in the
qualifying  job and the  Performance  Measures  achieved while in the qualifying
job.
          4. New Participants.  For Participants selected after May 1, any Award
that is earned  during  the Year of  selection  shall be pro rated  based on the
length of time served in the qualifying job.
         5.  Reduction of Award Amount.  In the event of documented  performance
deficiencies of a Participant during a Year, the Chief Executive Officer, in his
discretion, may reduce the Award payable to such Participant for such Year.
         6. Example.  Attached as Exhibit A and  incorporated by reference is an
example of the process by which an Award is granted  hereunder.  Said exhibit is
intended  solely as an example and in no way  modifies  the  provisions  of this
Article V.

                                   ARTICLE VI
                       DISTRIBUTION AND DEFERRAL OF AWARDS

         1.  Distribution  of Awards.  Unless a  Participant  elects to defer an
award pursuant to the remaining  provisions of this Article VI, awards under the
Program  earned  during any Year shall be paid in cash in the  succeeding  Year,
normally no later than March 15 of such succeeding Year.
         2.  Deferral  Election.  A  Participant  may elect to defer the Program
Award he or she has earned for any Year by completing and submitting to the Vice
President,  Human  Resources,  a  deferral  election  form by the  later  of (1)
November 30 of the Year in which the Award is earned or (2) the thirtieth (30th)
day after  first  becoming  eligible to  participate  in the  deferral  election
provisions  of the  Program;  provided,  however,  that for the 1995 Plan  Year,
deferral  elections  shall be made by no later  than  November  30,  1995.  Such
election shall apply to the Participant's Award, if any, otherwise to be paid as
soon as practicable  after the Year during which it was earned.  A Participant's
deferral  election  may apply to 100%,  75%,  50%, or 25% of the Program  Award;
provided,  however,  that in no event  shall the  amount  deferred  be less than
$1,000.
         The  election  to defer  shall be  irrevocable  as to the Award  earned
during the particular Year.
         3.  Period  of  Deferral.  At  the  time  of a  Participant's  deferral
election, a Participant must also select a distribution date. Subject to Section
6, the  distribution  date may be:  (a) any date that is at least five (5) years
subsequent  to the date the Program  Award would  otherwise be payable,  but not
later than the second  anniversary of the Participant's  Date of Retirement;  or
(b) any date  that is within  two  years  following  the  Participant's  Date of
Retirement. Subject to Section 6, a Participant may extend the distribution date
for one or more  additional  Year(s) by making a new deferral  election at least
one (1) year before the previously selected distribution date occurs;  provided,
however, that in no event shall the subsequent  distribution date be a date that
is more than two years beyond the Participant's Date of Retirement.
         4.  Performance  Units. All Awards which are deferred under the Program
shall be recorded in the form of Performance  Units.  Each  Performance  Unit is
generally equivalent to a share of the Company's Common Stock. In converting the
cash award to Performance  Units, the number of Performance  Units granted shall
be determined by dividing the amount of the Award by 85% of the average value of
the opening and closing  price of a share of the  Company's  Common Stock on the
last trading day of the month  preceding the date of the Award.  The Performance
Units  attributable  to the 15% discount from the average value of the Company's
Common  Stock  shall be referred to as the  "Incentive  Performance  Units." The
Incentive  Performance  Units and any  adjustments or earnings  attributable  to
those  Performance  Units shall be  forfeited  by the  Participant  if he or she
terminates  employment either voluntarily or involuntarily  other than for death
or  retirement  prior to five years  from March 15 of the Year in which  payment
would have been made if the Award had not been deferred.
         5. Program Accounts.  A Program Deferral Account will be established on
behalf of each  Participant,  and the number of  Performance  Units awarded to a
Participant shall be recorded in each Participant's  Program Deferral Account as
of the first of the month coincident with or next following the month in which a
deferral  becomes  effective.  The number of  Performance  Units  recorded  in a
Participant's  Program  Deferral Account shall be adjusted to reflect any splits
or other  adjustments  in the Company's  Common  Stock,  the payment of any cash
dividends  paid on the  Company's  Common  Stock and the payment of Awards under
this Program to the Participant. To the extent that any cash dividends have been
paid on the Company's  Common Stock,  the number of  Performance  Units shall be
adjusted  to  reflect  the  number of  Performance  Units  that  would have been
acquired if the same dividend had been paid on the number of  Performance  Units
recorded in the  Participant's  Program  Deferral Account on the dividend record
date. For purposes of determining the number of Performance  Units acquired with
such  dividend,  the average of the opening and closing  price of the  Company's
Common Stock on the payment date of the Company's Common Stock dividend shall be
used.
         Each  Participant  shall receive an annual  statement of the balance of
his Program  Deferral  Account,  which shall include the  Incentive  Performance
Units  and  associated  earnings  and  adjustments  that  are  subject  to being
forfeited as provided above.
         6. Payment of Deferred Program Awards.  Subject to Section 4 related to
forfeiture of Incentive Performance Units, Deferred Program Awards shall be paid
in cash beginning no later than the next April 1 following the distribution date
or the deferred  distribution  date  specified by the  Participant in accordance
with  Section 3. To convert the  Performance  Units in a  Participant's  Program
Deferral Account to a cash payment amount, Performance Units shall be multiplied
by the average of the opening and closing price of the Company's Common Stock on
the last trading day preceding the payment of the Deferred Program Award. Except
as otherwise  provided below,  deferred  amounts will be paid either in a single
lump-sum payment or in up to five (5) annual payments.
         In the event that a Participant  elects to receive the deferred Program
Award in equal annual  payments,  the amount of the Award to be received in each
year shall be determined as follows:
                (a) To determine the amount of the initial annual  payment,  the
number of Performance Units in the  Participant's  Program Deferral Account will
be divided by the total number of annual payments to be received, and the result
will be  multiplied  by the  average of the  opening  and  closing  price of the
Company's  Common  Stock on the last trading day  preceding  the due date of the
initial payment.
                (b) To determine the amount of each  successive  annual payment,
the Program  Deferral  Account  balance  will be divided by the number of annual
payments  remaining,  and the result  will be  multiplied  by the average of the
opening and closing price of the Company's  Common Stock on the last trading day
preceding the due date of the annual payment.
         7.  Termination  of  Employment/Effect  on  Deferral  Election.  If the
employment of a Participant terminates prior to the last day of a Year for which
a Program Award is determined,  then any deferral  election made with respect to
such  Program  Award for such Year shall not become  effective  and any  Program
Award to which the  Participant  is otherwise  entitled shall be paid as soon as
practicable  after the end of the Year during which it was earned, in accordance
with paragraph 1 of this Article VI.
         8. Termination of Employment/Acceleration of Deferral.  Notwithstanding
the foregoing, if a Participant terminates employment by reason other than death
or  Retirement,  full  payment of all  amounts due to the  Participant  shall be
accelerated  and  paid on the  first  day of the  month  following  the  date of
termination.  Incentive  Performance  Units  shall be subject to  forfeiture  as
provided in Section 4.
         9.  Financial  Hardship  Payments.  In the event of a severe  financial
hardship  occasioned by an emergency,  including,  but not limited to,  illness,
disability or personal  injury  sustained by the  Participant or a member of the
Participant's   immediate   family,   a  Participant  may  apply  to  receive  a
distribution  earlier than initially elected. The Chief Executive Officer or his
designee may, in his sole  discretion,  either approve or deny the request.  The
determination  made by the Chief Executive  Officer will be final and binding on
all parties. If the request is granted, the payments will be accelerated only to
the extent reasonably  necessary to alleviate the financial hardship.  Incentive
Performance Units shall not be subject to early  distribution under this Section
9 until five years  from March 15 of the Year in which  payment  would have been
made if the Award had not been deferred.
         10. Death of a Participant. If the death of a Participant occurs before
a full  distribution  of the  Participant's  Program  Deferral  Account is made,
payment  shall  be made to the  beneficiary  designated  by the  Participant  to
receive  such  amounts  in  accordance  with  the  schedule   specified  in  the
Participant's  Deferral  Election  form.  Said payment  shall be made as soon as
practical following  notification that death has occurred. In the absence of any
such designation, payment shall be made to the personal representative, executor
or administrator of the Participant's estate.
         11.  Non-Assignability of Interests. The interests herein and the right
to  receive  distributions  under  this  Article  VI  may  not  be  anticipated,
alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any
charge or legal  process,  and if any attempt is made to do so, or a Participant
becomes bankrupt,  the interests of the Participant under this Article VI may be
terminated by the Chief Executive  Officer,  which, in his sole discretion,  may
cause  the  same to be held or  applied  for the  benefit  of one or more of the
dependents of such  Participant or make any other  disposition of such interests
that he deems appropriate.
         12. Unfunded Deferrals. Nothing in this Program, including this Article
VI,  shall be  interpreted  or construed to require the Company in any manner to
fund  any   obligation  to  the   Participants,   terminated   Participants   or
beneficiaries hereunder.  Nothing contained in this Program nor any action taken
hereunder  shall  create,  or be construed to create,  a trust of any kind, or a
fiduciary  relationship  between the Company  and the  Participants,  terminated
Participants,  beneficiaries,  or any  other  persons.  Any  funds  which may be
accumulated  in order to meet any  obligation  under this Program  shall for all
purposes  continue to be a part of the general assets of the Company;  provided,
however,  that the  Company  may  establish  a trust to hold funds  intended  to
provide benefits hereunder to the extent the assets of such trust become subject
to the claims of the general creditors of the Company in the event of bankruptcy
or insolvency  of the Company.  To the extent that any  Participant,  terminated
Participant,  or  beneficiary  acquires  a right to  receive  payments  from the
Company under this  Program,  such rights shall be no greater than the rights of
any unsecured general creditor of the Company.

                                   ARTICLE VII
                            TERMINATION OF EMPLOYMENT

         A  Participant  must be  actively  employed  by the Company on the next
January 1 immediately  following the Year for which a Program Award is earned in
order to be  entitled  to payment of the full amount of any Award for that Year.
In the event the  active  employment  of a  Participant  shall  terminate  or be
terminated  for any reason before the next January 1  immediately  following the
Year for which a Program Award is earned,  such Participant shall receive his or
her Award for the year,  if any, in an amount that the Chief  Executive  Officer
deems appropriate.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         1. Assignments and Transfers. The rights and interests of a Participant
under the Program may not be assigned,  encumbered or transferred except, in the
event  of the  death  of a  Participant,  by will or the  laws  of  descent  and
distribution.
         2.  Employee  Rights  Under the Program.  No Company  employee or other
person shall have any claim or right to be granted an Award under the Program or
any other incentive  bonus or similar Plan of the Company.  Neither the Program,
participation  in the Program nor any action taken thereunder shall be construed
as giving any employee any right to be retained in the employ of the Company.
         3.  Withholding.  The  Company  shall have the right to deduct from all
amounts  paid in cash any taxes  required by law to be withheld  with respect to
such cash payments.
         4. Amendment or Termination. The Compensation Committee may in its sole
discretion  amend suspend or terminate the Program or any portion thereof at any
time.
         5.  Governing  Law.  This Program  shall be  construed  and governed in
accordance with the laws of the state of North Carolina.
         6. Effective Date. This Program,  as amended,  shall be effective as of
December 10, 1997.
         7. Entire  Agreement.  This document  (including  the exhibit  attached
hereto and any future  amendments  to said exhibit that may be made by the Chief
Executive Officer) sets forth the entire Program.

                                    EXHIBIT A


                                (to be supplied)


                           DESIGNATION OF BENEFICIARY
                    MANAGEMENT INCENTIVE COMPENSATION PROGRAM
                                       OF
                         CAROLINA POWER & LIGHT COMPANY

         As  provided  in  the  Management  Incentive  Compensation  Program  of
Carolina Power & Light Company,  I hereby  designate the following  person as my
beneficiary in the event of my death before a full  distribution  of my Deferral
Account is made.

                              PRIMARY BENEFICIARY:

                         -------------------------------

                         -------------------------------

                         -------------------------------


                             CONTINGENT BENEFICIARY:

                         -------------------------------

                         -------------------------------

                         -------------------------------

Any and all  prior  designations  of one or more  beneficiaries  by me under the
Management Incentive  Compensation Program of Carolina Power & Light Company are
hereby revoked and superseded by this designation. I understand that the primary
and contingent  beneficiaries named above may be changed or revoked by me at any
time by filing a new  designation in writing with the Company's  Human Resources
Department.

DATE:
      ----------------------------------------

SIGNATURE OF PARTICIPANT:
                          -----------------------------------------
The  Participant  named above executed this document in our presence on the date
set forth above

WITNESS:                             WITNESS:
          --------------------------         ------------------------------